Constitution of the
Amateur Computer Group of New Jersey
(Revised Spring 1981)
(Revised February 1991)
(Revised December 2001)
ARTICLE I - NAME
The name of this nonprofit organization shall be:
AMATEUR COMPUTER GROUP OF NEW JERSEY, INC.
ARTICLE II - PURPOSE
The purpose of this organization is to provide and promote the
dissemination and exchange of computer related information of an
educational nature to its members having comparable interests in
ARTICLE III - MEMBERSHIP
Membership will be open to students, individuals, families,
clubs, educational institutions, businesses and corporations who
have comparable interests in computers. Eligibility for
membership shall be determined by the directly elected members of
the Executive Board who will use the AMATEUR COMPUTER GROUP OF
NEW JERSEY, INC. BYLAWS, in effect at the time, as the basis of
ARTICLE IV - OFFICERS
(Revised Spring 1981) The officers of this organization shall
be the President, Vice President, Corresponding Secretary,
Recording Secretary, and Treasurer. These officers along with the
Directors-At- Large shall be elected by ballot at the annual
business meeting for their term as covered in the Bylaws. The
Executive Board shall consist of the officers, the Directors-At
Large, the immediate past President, Elected Chairmen of Board
recognized subgroups, and Sol Libes, who shall be a permanent
member of the Executive Board.
Changed and moved to ARTICLE V, SECTION IV
A Vacancy in the office of President shall be filled by the
Vice. President. A vacancy in the office of Vice President or
Corresponding Secretary or Recording Secretary or Treasurer or
Director shall be filled by appointment by the President, subject
to confirmation by a majority of the remaining directly elected
members of the Executive Board.
ARTICLE V - MEETINGS
The time and place of each monthly General Meeting shall be
decided by the Executive Board.
The President may, at the President's option, or on the
written request of any two members in good standing of the ACGNJ,
conduct a business meeting as part of any monthly Meeting
provided that notice of such business meeting be sent to all
ACGNJ members in good standing, postmarked no later than ten (10)
days prior to the scheduled date of the monthly Meeting in
question. A Certificate of Mailing may be filed in lieu of a
Special meetings may be called by the President. The call of
the special meeting must state the business to be transacted, and
no business shall be transacted except that stated in the call.
(Added December 2001) A Quorum shall consist of at least seven percent of the
members in good standing plus at least five directly elected
members of the Executive Board. All official business shall
be transacted by a majority of all votes cast by the members
present making up a quorum.
ARTICLE VI - AMENDMENTS
This constitution and its bylaws may be amended at a monthly
meeting by a three-fourths majority of the members in good
standing present and voting, providing a quorum is present and
the revised constitution and bylaws are published at least one
month in advance of the meeting.
The ACGNJ Constitution was voted upon and passed by a majority
of the membership in attendance at the May 1976 General Meeting.
Bylaws Of the
Amateur Computer Group Of New Jersey
(Revised Spring 1981)
(Revised February 1991)
(Revised December 2001)
ARTICLE I: NAME OF THE ORGANIZATION
The name of the organization shall be Amateur Computer Group
of New Jersey, Inc., hereinafter referred to as ACGNJ. The
organization shall be incorporated under such name as a nonprofit
organization in accordance with the laws of the State of New
Jersey where its headquarters office is located.
The name, ACGNJ, is an acronym formed from the expression
Amateur Computer Group of New Jersey.
ARTICLE II: PURPOSE OF ACGNJ
This organization shall not be conducted for profit, and forms
as may be required to establish that fact shall be filed with the
appropriate Director of the Internal Revenue Service.
The purpose or purposes for which ACGNJ is formed are as
To engage in the educational interchange of ideas, techniques
and information for the broader and more effective usage of
computerized hardware and software.
To hold meetings and sponsor lectures, seminars and workshops
on the latest developments in equipment and software.
To propose, publish, and distribute among its members
bulletins and newsletters to keep its members advised on the
affairs and proposals of ACGNJ and the current state of the art.
To acquire, purchase, sell, lease, either as lessee or lessor,
mortgage, pledge, or hypothecate real and personal property and,
in general, to carry on any function, business and act incident
thereto or necessary to carry out the purposes of the corporation
not forbidden by the laws of the State of New Jersey and with all
the powers conferred upon nonprofit corporations by the laws of
the said State.
ARTICLE III: MEMBERSHIP
There will be three types of memberships: Regular membership,
Institutional membership, and Honorary membership.
REGULAR MEMBERSHIP will be open to any individual or family.
INSTITUTIONAL MEMBERSHIP will be open to all organizations
that support ACGNJ in meeting the objectives as outlined in the
ACGNJ Article II Statement of Purpose in the Constitution.
HONORARY MEMBERSHIP will be available to individuals only. The
individuals do not have to be members of ACGNJ. The Executive
Board will be responsible for deciding if any individual deserves
consideration as a nominee for Honorary Membership. The Executive
Board can review as many individuals as it chooses. Individuals
shall be awarded Honorary Membership for their lifetime, cannot
be assessed dues, and are to be awarded all courtesies and
DUES: The Board of Directors shall determine, from time to
time, the amount, time and manner of payment of dues. Not later
than thirty (30) days prior to the effective date for any change
in the amount, time, or manner of payment of dues, notice shall
be given to all members. All dues accepted by the ACGNJ shall be
A MEMBER IN GOOD STANDING is any individual for whom the
current dues assessment has been paid in full for his or her
category of membership and whose membership has not been
PRIVILEGES OF ALL MEMBERS IN GOOD STANDING: include the right
to receive all publications and newsletters, participate in
educational assistance programs, hold office, attend all
meetings, exercise one vote on all issues brought before a
business meeting held in conjunction with a regular monthly
meeting of the ACGNJ.
Additional rights and privileges may from time to time be
granted to members at the discretion of the Executive Board.
LOSS OF MEMBERSHIP: The Executive Board may, by a two-thirds
majority vote of its members, dismiss from membership any
individual member or members whose activities or conduct are
deemed to be contrary to the purpose and objectives of ACGNJ
provided, however, that prior to dismissal said member or members
shall be invited to appear before the Executive Board and given
every opportunity to explain their position and retain their
Upon expiration or termination of membership in the ACGNJ, all
ACGNJ assets held by such member shall be turned over to the
ARTICLE IV: (A) EXECUTIVE OFFICERS
(Revised December 2001) THE EXECUTIVE OFFICERS of ACGNJ shall be a President,
a Vice-president, a Secretary, and a Treasurer.
The duties and responsibilities of each of these
shall be as provided in these Bylaws or as otherwise
determined from time to time by the Executive Board.
TERM OF OFFICE: The elected Executive Officers of ACGNJ shall
hold office for a term of one year starting January 1, of the
year following the year in which elections are held continuing in
office through December 31, or later until their successors are
Deleted by amendment 12/7/2001
VACANCIES: A vacancy in any office caused by resignation,
disqualification, removal, death or any other cause shall be
filled as detailed in Section 4.5 and Section 4.6
If the office of President becomes vacant, the Vice President
shall become President.
A vacancy in the office of the Vice President or Corresponding
Secretary or Recording Secretary or Treasurer or Director shall
be filled by appointment by the President, subject to
confirmation by a majority of the remaining directly elected
voting members of the Executive board. The successor so
designated shall enter upon their duties immediately and serve
for the unexpired portion of the term of office so filled.
Section 4.7 DUTIES OF OFFICERS
President: The President shall preside at the General Meeting
of ACGNJ and shall serve as the chairman of the Executive Board
presiding at all of its meetings. In general, the President shall
perform such duties as customarily pertain to the office of
President of an organization including such other duties as are
provided for in these Bylaws and as from time to time may be
assigned to the President by the Executive Board.
Vice President: The Vice President shall be a member of the
Executive Board and shall serve as an aide to the President. At
the request of the President or in the event of the absence or
disability of the President, the Vice-President shall perform all
of the duties of the President, and in so acting shall have all
the powers and be subject to the restrictions upon the President.
The Vice President shall perform such other duties as may from
time to time be assigned to the Vice-President by the President or
by the Executive Board.
(Revised December 2001) Secretary: The Secretary shall be a member of the
Executive Board and shall be responsible for causing
all of the duties incident to the office of Secretary
to be performed including the receiving and acting on
requests for membership, the issuing of meeting notices
and agendas, the recording of the minutes of all
Executive Board meetings and business meetings,
keeping/filing of the minutes, keeping/filing of all reports,
statements and other documents required by law.
The Secretary shall also perform such other duties
as may be assigned by the Executive Board or by the President.
Removed by amendments made 12/07/2001
Treasurer: The Treasurer shall be a member of the Executive
Board and shall be the chief financial officer of ACGNJ and shall
be responsible for collecting, safeguarding, and keeping account
of all the moneys received and expended for the use of ACGNJ. The
Treasurer shall deposit sums received by ACGNJ in such
depositories as shall be approved by the Executive Board, and the
Treasurer shall in general perform all the duties incident to the
office of Treasurer and such other duties as may from time to
time be assigned to the Treasurer by the Executive Board or by
ARTICLE IV(b): EXECUTIVE BOARD
Executive Board: The Executive Board has the responsibility
for the government of ACGNJ and is primarily concerned with the
development and implementation of ACGNJ policies, the
interpretation and implementation of the decisions of the
members, and the proper and prudent management of ACGNJ finances.
Members: The directly elected members of the Executive Board
shall be sixteen in number and shall consist of the President,
Vice President, Corresponding Secretary, Recording Secretary,
Treasurer, ten Directors-At-Large and the immediate Past
The indirectly elected members of the Executive Board shall
consist of the duly elected Chairmen of those subgroups
recognized by the current Executive Board. In the event the
Chairman of a subgroup is unable to attend a Board Meeting, the
duly elected Vice-Chairman shall sit and vote in his place.
Sol Libes shall be a permanent voting member of the Executive
Board with the title "Director Emeritus".
Directors-At-Large: The term of office for a
Directors-At-Large shall be two years and shall be so designated
that one-half of their membership shall be elected each year.
Election of Directors-At-Large shall be the same time and in the
same manner as officers as prescribed in these bylaws.
(Revised December 2001) Quorum: Seven directly elected members of the
Executive Board constitute a Quorum for the transaction
of business at any meeting of the Executive Board.
Article IV (c): ELECTIONS
Nomination: At least three months or more prior to the regular
annual meeting of ACGNJ as defined in Article V Meetings (5.3) of
these bylaws, the Executive Board shall create a nominating
committee consisting of the immediate Past President as chairman
and the indirectly elected members of the Executive Board as
defined in Article IV(B): Executive Board (126.96.36.199). The
nominating committee shall report to the regular members in
attendance at the beginning of the monthly meeting preceding the
annual meeting, the names of all individuals they have placed in
nomination for the offices of President, Vice-President,
Corresponding Secretary, Recording Secretary, Treasurer, and
Nomination By Petition: Additional nominations of any member
in good standing may be made from the floor, seconded from the
floor, subject to acceptance by the nominee.
Election Procedures: The election of all officers and
Directors-At-Large shall be held at the Annual Meeting. If a
nominee for an office shall be unopposed, the President shall
declare such individual elected. If candidates for an office
shall be opposed, then election shall be by written ballot. In
this case, each member in good standing is entitled to one vote.
Proxies shall not be allowed. The Executive Board may permit
balloting by mail, on the first ballot only. In the event some
office is not filled on the first ballot, balloting shall
continue until each contested office is filled by an individual
who received a majority of the votes cast by those present and
ARTICLE V: MEETINGS
Regular Meetings: Unless otherwise ordered by the members of
ACGNJ or by the Executive Board, regular general meetings of the
members shall be held monthly. The time and place of such meeting
shall be determined by the Executive Board and shall be
designated in the notice of the meeting.
Executive Board Meetings: The Executive Board shall hold such
regular and special meetings as are necessary to the conduct of
its business. These may be held at such times and at such places
as may be determined by the majority of the members of the
Executive Board. Special meetings of the Executive Board may be
called by twenty five percent (25%) of the Executive Board, in
which case, the following ten day notification requirement is
waived. Written notices of all Executive Board meetings signed by
the President or Corresponding Secretary shall be mailed to each
member of the Executive Board at their last known address at
least ten days prior to such meetings, except that this
requirement for written notice is waived for Executive Board
meetings held in conjunction with regular meetings of ACGNJ
Annual Meeting: The last regular meeting held in the month of
December of each calendar year for the purpose of electing
officers and Directors At-Large and transacting such other
business as may properly come before this meeting will be the
Special Meetings: The Executive Board may, upon decision of
the majority of its members or upon the written request of seven
percent (7%) of the regular members in good standing, call a
special meeting of the members at a time and place determined by
the Executive Board. All business to be conducted at the special
meeting shall be stated in the notice of the meeting and only
business so stated may be transacted at a special meeting.
Closed Meetings: The Executive Board of ACGNJ may, upon its
own initiative or upon petition by a member, rule by majority
vote that any meeting or session of a meeting is closed. Only
members in good standing, and such individuals as the Executive
Board may designate, have the privilege of attending closed
(Revised December 2001) Quorum: A quorum shall consist of at least seven percent
(7%) of the members in good standing plus at least
five directly elected members of the Executive Board.
All official business shall be transacted by a majority
of all votes cast by the members present making up a quorum.
Notice of Meetings: A written notice of each regular and
special meeting shall be sent to each member in good standing not
less than ten days before the designated time for such meeting.
Only the time, place and purpose of the meeting need be stated
and may be included in the ACGNJ newsletter.
Organization: The President or, in the absence of the
President, the Vice President shall act as the chairman of every
meeting. In the event neither the President nor the
Vice-President is present, then another officer of the ACGNJ will
take the chair and serve until the President or Vice-President
arrives at the meeting.
Voting: In accordance with Article III (3.7) of the Bylaws,
voting on all matters relating to the general affairs of ACGNJ on
which a vote is required or is requested by the Executive Board
is a privilege of membership, entitling each member in good
standing one vote.
ARTICLE VI: AMENDMENTS
These Bylaws may be amended at a monthly meeting by a majority
vote for introduction of the proposed amendment providing a
quorum is present. Final reading of the introduced amendment will
take place at the succeeding monthly meeting whereby
clarifications and minor changes may be made to the amendment
before a final vote is taken. If the amendment is approved by a
majority of the votes cast by those members in good standing,
providing a quorum is present, then the amendment will be
considered approved. The Corresponding Secretary will then
forward a certified copy of the amendment to the Recording
Secretary who will then update the official ACGNJ Bylaws.
ARTICLE VII: COMMITTEES, SUBGROUPS, AND
The Executive Board of ACGNJ may, by a majority vote of its
members, establish any number of committees, subgroups and/or
activities comprised of one or more members so long as the
function of each is relevant to the purpose of the organization
as expressed in Article 11 of these Bylaws or is an aid to the
Executive Board or to the officers in conducting the affairs of
ACGNJ. The function, powers, composition and duration of each
committee, subgroup, and/or activity shall be determined by the
In addition to such committees, et al., that it may create
pursuant to the foregoing provision, the Executive Board shall
establish a Finance Committee consisting of the President, Vice
President and Treasurer. The Finance Committee is responsible for
preparing the ACGNJ budget, for reviewing and approving
non-budgeted expenditures, supervising the accounting methods,
and preparing and delivering to the members annually a statement
of ACGNJ's financial status.
Subgroups: The Executive Board may recognize any subset of the
membership as a Subgroup or activity. The Executive Board may
recognize various classes of subgroups. Elected Chairmen of Fully
Recognized Subgroups will have a seat on the Executive Board.
A Subgroup shall consist of a Subgroup Chairman, a Subgroup
Vice-Chairman, and Subgroup members, the Chairman and Vice
Chairman to serve for one or two years from the time of their
election, the term being at the option of the Subgroup.
An Activity shall consist of an Activity Chairman and Activity
members. Its purpose and function shall be stated as part of the
recognition by the Executive Board. An Activity shall have the
full powers and function of a Subgroup with the exception that
the Activity Chairman shall not be entitled to membership on the
A vacancy in the office of Chairman shall be filled by the
Vice-Chairman. Should both the Chairman and Vice-Chairman offices
become vacant, an election shall be held by the subgroup at the
next regular meeting of the subgroup to fill these vacant
offices. If the vacancies are not filled at two consecutive
subgroup meetings, the vacancies shall be filled by Presidential
Upon termination of recognition of any committee et al., all
ACGNJ assets held by same shall be turned over to the ACGNJ.
ACGNJ Subgroups shall continue the unhampered management of
ACGNJ assets in their possession. However, the ACGNJ asserts its
ownership by having the Treasurer of the ACGNJ included on the
Signature card as an additional signatory each time a new
signature card is completed with newly elected officers of the
Subgroup. The Board shall be restricted from exercising its
rights of ownership except in the case of dissolution of the
ARTICLE VIII: PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Revised, shall
govern ACGNJ in all cases where they are applicable, and are not
inconsistent with these Bylaws.
ARTICLE IX: FINANCES
The capital required to meet financial obligations of ACGNJ
shall be derived from registration fees paid on a calendar year
basis by the members at regular or special meetings and income
derived from fund raising events. The registration fees may vary
from time to time and shall be specifically stated in the meeting
notice. In addition, a nondiscriminatory assessment for any
special or emergency purpose may be levied upon all members by
the Executive Board, provided that authority for such action has
been granted by a two-thirds affirmative vote of the members of
the Executive Board at a meeting called for that purpose.
All funds received by the organization shall be deposited by
the Treasurer in a bank account under the corporate name at a
bank selected by the Executive Board. No funds shall be withdrawn
from the bank account except upon checks or drafts signed by the
Treasurer and countersigned by the President or Vice-President.
ARTICLE X: INDEMNIFICATION OF OFFICERS AND
The ACGNJ shall, to the extent legally permissible, indemnify
each of its Directors and officers against all liabilities,
including expenses, imposed upon or reasonably incurred by them
in connection with any action, suit or other proceeding in which
they may be involved or with which they may be threatened by
reason of their acts or omissions as such Director or officer,
unless in such action, suit or other proceeding they shall be
finally adjudged not to have acted in good faith in the
reasonable belief that their action was in the best interests of
the ACGNJ; provided, however, that such indemnification shall not
cover liabilities and expenses in connection with any matter
which shall be disposed of through a compromise payment by such
Director or officer, pursuant to a consent decree or otherwise,
unless such compromise shall first be approved as in the best
interests of the corporation (a) by a vote of Directors in which
no interested Director participates, or (b) by a vote or the
written approval of a majority of the members at the time having
the right to vote for Directors, not counting any interested
member. The rights of indemnification hereby provided shall not
be exclusive or affect other rights to which any Director or
officer may be entitled. Such indemnification shall be provided
although the person to be indemnified is no longer an officer or
Director of the ACGNJ and include payment by the ACGNJ of
expenses incurred in defending a civil or criminal action or
proceeding, upon receipt of an agreement by the person
indemnified, to repay such payment if he shall be finally
adjudicated to be not entitled to such indemnification. As used
in this article X, the terms "Director" and
"officer" include their respective heirs, executors and
administrators, and an "interested" Director or officer
is one against whom as such the action, suit or other proceeding
in question of another action or suit other proceeding on the
same or similar grounds is then pending or threatened.
ARTICLE XI: DISSOLUTION
(This article cannot legally be amended.) In case of
dissolution, the assets of ACGNJ are to be used as follows:
To pay all indebtedness of ACGNJ.
To pay all expenses of liquidation.
The remainder to be disposed of as outlined in Article VI of
the ACGNJ incorporation papers.
ARTICLE XII: ADVANCES IN TECHNOLOGY
(Added December 2001) The ACGNJ shall,
by a resolution of the Board of Directors,
adopt and incorporate technological advances into its
operations as they come into common usage.
(Added December 2001) All references to mail,
notices and publishing shall
be deemed to include electronic means, including
e-mail and web publishing, that leave a tenable
message at the address or tenable access to the membership.
(Added December 2001) Executive Board and other
meetings may be held electronically provided all
of the members of the group have the capability
Voting privileges by electronic means shall be
limited to meetings of the Executive Board only.
Amendments made to By-Laws Friday December 7th, 2001
by the members in attendance at the Business meeting held that evening.
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